Godrej Properties Limited

We were originally incorporated as Sea Breeze Constructions and Investments Private Limited on February 8,1985 under the Companies Act,1956 with the RoC. The name of our Company was changed to Godrej Properties and Investments Private Limited pursuant to a special resolution of the shareholders dated July 2,1990. In the year 1991, the status of our Company was changed to a deemed public company by deletion of the word "Private" from the name of the Company. Subsequently the status was changed to a public limited company pursuant to a special resolution of the members passed at the extraordinary general meeting on August 1,2001. Our name was further changed to Godrej Properties Limited pursuant to a special resolution of the members passed at the extraordinary general meeting on November 23,2004.

Registered and Corporate Office: Godrej Bhavan, 4th Floor, 4A, Home Street, Fort, Mumbai - 400 001.
Company Secretary and Compliance Officer: Mr. Shodhan A. Kembhavi,
Tel: (91 22)6651 0200, Fax: (91 22)22072044, Email: secretarial@godrejproperties.com,
Website: www.godrejproperties.com

BASIS OF ALLOCATION

PUBLIC ISSUE OF 9,429,750 EQUITY SHARES OF RS.10 EACH ("EQUITY SHARES") OF GODREJ PROPERTIES LIMITED ("GPL" OR THE "COMPANY" OR THE "ISSUER") ISSUED FOR CASH WHICH INCLUDES 1,697,345 EQUITY SHARES ISSUED AT A PRICE OF RS. 530/- PER EQUITY SHARE TO ANCHOR INVESTORS (INCLUDING A PREMIUM OF RS 520/- PER EQUITY SHARE) AND BALANCE 7,732,405 EQUITY SHARES AT A PRICE OF RS 490/- PER EQUITY SHARE TO OTHERS (INCLUDING A PREMIUM OF RS 480/- PER EQUITY SHARE) AGGREGATING TO RS. 468.85 CRORES. THE ISSUE WILL CONSTITUTE 13.5% OF THE POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY.

THE FACE VALUE PER EQUITY SHARE IS RS. 10/- AND THE ISSUE PRICE IS 49 TIMES THE FACE VALUE (FOR ANCHOR INVESTORS, THE ISSUE PRICE IS 53 TIMES THE FACE VALUE).

In terms of Rule 19 (2)(b) of the Securities Contract Regulation Rules, 1957 ("SCRR"), this being an Issue for less than 25% of the post-Issue capital, the Issue was made through the 100% Book Building Process wherein at least 60% of the Issue will be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"). The Company has allocated 1,697,345 Equity Shares or 30% of the QIB Portion to Anchor Investors on a discretionary basis. Further 5% of the QIB Portion (excluding Anchor investor Portion) was available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, up to 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.
The Issue received 18,411 applications for 33,559,152 equity shares resulting in 3.56 times subscription. The details of the applications received in the Issue from Anchor Investors, Qualified Institutional Buyers (excluding Anchor Investors), Non-Institutional and Retail Individual Investors categories are as under (Before technical rajections):

Final Demand
The final demand at different bid prices is as under:

The Basis of Allocation was finalized in consultation with the Designated Stock Exchange, being the Bombay Stock Exchange Limited ("BSE") on December 23, 2009.

A.Allocation to Retail Investors
The Basis of Allocation to the Retail Individual Bidders, who have bid at cut-off or at the Issue Price of Rs.490/- per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.35 times. Hence full and firm allotments were made to all valid applicants in this category. The total number of Equity Shares allotted in Retail Individual Bidders category is 1,010,815 Equity Shares to 18,075 applicants. 4,932 applications for 247,728 Equity Shares were made under the ASBA process. 4,910 applications for 247,013 Equity Shares were found valid and they were considered for allotment.

B.Allocation to Non Institutional Investors
The Basis of Allocation to the Non institutional Investors, who have bid at or above the Issue Price of Rs 490/- per Equity Share, was finalized in consultation with BSE. The category was subscribed 0.36 times. Hence full and firm allotments were made to all valid applicants in this category. The total number of shares allotted in this category is 342,186 Equity Shares to 48 applicants.

C.Allocation to Qualified Institutional Buyers
2,418,899 equity shares being the aggregate unsubscribed portion from Retail Individual Investors & Non Institutional Investors category were added to the QIB Category and hence the total number of shares allotted to QIBs were 8,076,749. Since, Anchor Investors were allotted 1,697,345 shares, the balance shares available for allotment to QIBs was arrived at 6,379,404. Allocation to QIBs have been done on a proportionate basis in consultation with the Bombay Stock Exchange Limited. As per the SEBI Regulations, Mutual Funds were initially allotted 5% of the quantum of shares available (318,970) and other QIBs and unsatisfied demands of Mutual Funds were allotted the remaining available shares (6,060,434) on proportionate basis. Mutual Funds were allotted 5% for QIB segment and other QIB applicants were allotted 55% of the shares for QIB segment.

D. Anchor Investors
The Company allocated 1,697,345 Equity Shares to 4 Anchor Investors in consultation with the Global Co-ordinaters and Book Running Lead Managers and Book Running Lead Managers. This represents 30% of the QIB Portion.

The IPO committee of the Company at its Meeting held at Mumbai on December 22, 2009 has approved the basis of allocation of shares of the Issue and the Board of Directors at their meeting held on December 23, 2009 have allotted the Equity Shares to various Bidders.

The Refund Orders and allotment advice and notice have been dispatched to the address of the investors as registered with the depositories. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been overprinted with the Bank Mandate details as registered, if any, with the depositories. The shares allocated to successful applicants are being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on National Stock Exchange of India Limited and Bombay Stock Exchange Limited within seven working days from the date of approval of the basis of allocation.

All future correspondence in this regard may kindly be addressed to the Registrars to the issue quoting full name of the First/ Sole applicant, serial number of the Bid-cum-Application form, number of shares bid for, name of the Member of the Syndicate and place where the bid was submitted and payment details at the address given below:

Karvy Computershare Private Limited
Unit: Godrej Properties Limited
Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad -500 081.
Tel: (91 40) 2342 0815 Fax: (91 40) 2343 1551 Email: murli@karvy.com  
Website: www.karvy.com, Investor. Grievance ID: gpl.ipo@karvy.com
Contact Person: Mr. M. Muralikrishna, SEBI Registration No.: INR000000221

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF GODREJ PROPERTIES LIMITED.
NOTE: ALL CAPITALISED TERMS USED AND NOT DEFINED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS